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uuuultgil EtlvEluPtr lu. avJo+Jo r-Jr Jtr-+DUz-JoD I- r rE rro+DJ+lJ State of Washington, Deparlment of Ecology IAA No. C2500178 Entity Name: Kittitas County Public Health any of these options with no notification restrictions, although ECOLOGY will make a reasonable attempt to provide notice. In the event of termination or suspension, ECOLOGY will reimburse eligible costs incurred by the CONTRACTOR through the effective date of termination or suspension. Reimbursed costs must be agreed to by ECOLOGY and the CONTRACTOR. In no event shall ECOLOGY's reimbursement exceed ECOLOGY's total responsibility under the agreeurent and any antendtnents. I I. GOVERMNG LAW AND VENUE This Agreerlent is errtered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. This Agreement shall be construed and interpreted in accordance with the laws of tlre state of Washington, and the venue of any action brought hereunder shallbe the Superior Court for Thurston County. I 2. INDEPENDENT CAPACITY The ernployees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shallnot be considered for ar-ry purpose to be employees or agents of the other party. 13. ORDEROFPRECEDENCE In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal and state of Washington statutes, regulations, and rules b. Mutually agreed upon written amendments to this Agreement. c. This Agreerneut, uumber C2500178. d. Appendix A, Stalement of Work. e. Appendix B, Budget Detail. f. Appendix C, Special Terrns and Conditions. g. Any other provisions or tenn of this Agreement, including materials incorporated by reference or otherwise incorporated. I 4. RECORDS MAINTENANCB The parties to this Agreement sliall each maintain books, records, documents, and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the service(s) described herein. These materials shall be subject to inspection, review, or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, arrd federal officials so authorized by law. All books, records, docutnents, and other materials relevant to this Agreernent must be retained for six years after expiration of this Agreement. The Office of the State Auditor, federal auditors, and any persons duly authorized by the pafties shall have full access and the right to examine any of these materials during this period. Each party will utilize reasonable security procedures and protections for all materials related to this Agreement. All materials are subject to state public disclosure laws. 5 Yersion 4ll4125 (Access Equity)